Corporate Governance

Corporate Governance Resource Center

We have created this collection of client memoranda, webcasts, articles, comment letters and other materials by corporate governance lawyers from across Davis Polk’s practice as a resource for directors and executives of U.S. public companies. Areas covered include:

Awards and Rankings

Davis Polk is among the handful of law firms to which the world’s leading enterprises turn for their most sensitive corporate governance advice.

Consider the following dilemmas:

  • A group of hedge funds submits a shareholder proposal demanding sweeping structural changes. Should you seek exclusion? Prepare for a proxy contest? Negotiate?

  • Board members are the targets of sophisticated "withhold" campaigns using electronic forums and websites to spread the activist's message.

  • Faced with a high-stakes government investigation, a board is wrestling with whether and how to play an independent role in the process.

  • A board seeks to arrange a graceful CEO transition while avoiding the public uncertainty of a premature disclosure.

  • One or more directors are at odds with other members of the Board.  They are seeking changes in Board processes and separate advisers.

  • A financial institution’s board is under pressure from the SEC to disclose a particular risk, and under pressure from banking regulators not to make the same disclosure.

  • A compensation committee is struggling to walk the line between appropriate disclosure of incentive compensation targets and protection of competitively sensitive data.

These are all, at heart, corporate governance problems. They cut across a variety of legal disciplines. They involve detailed rules but also general principles like the business judgment rule. They can be highly influenced by personalities and institutional history. And the stakes are often very high.

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In an environment increasingly dominated by checklists and academic articles and one-size-fits-all ratings systems, Davis Polk lawyers know that effective governance requires not only mastery of the rules but also mature situational wisdom. Our prime directive is not to tell boards and management teams what to do, but to help define the conditions under which they can confidently bring their best judgment to bear.

Our corporate governance practice draws on our most experienced partners from our corporate and litigation practices and from our offices around the world. These practitioners have lived through multiple business cycles, have managed the most complex transactions and cases, and in many cases have themselves held senior corporate and governmental positions. Our uniquely collaborative firm culture and lockstep compensation system means that all of our clients have ready access to the resources that are best suited to the task. < Less

Notable Matters

Most of our corporate governance partners are listed among the very best practitioners in their fields by legal guides such as ChambersLegal 500 and IFLR1000.